1990 (4) TMI 230 - HC - Companies Law

Summary

Issues:
- Dispute over outstanding amount between a partnership firm and a limited company
- Allegations of breach of contract and failure to deliver goods
- Claim for compensation for loss/damage
- Opponent-company's defense against the petition
- Consideration of settlement of accounts and acknowledgment of debt
- Legal validity of the notice sent by the petitioner

Analysis:

The petitioner, a partnership firm, sought recovery of an outstanding amount of Rs. 2,76,555.00 from the opponent limited company, alleging non-payment and breach of contract. The petitioner claimed Rs. 1,37,580.08 as due amount, along with Rs. 1,29,375 for compensation due to breach of contract and non-delivery of goods. The petitioner served a notice under section 434 of the Companies Act, 1956, demanding payment within 21 days. The opponent contested the petition, denying the relationship between the petitioner and another entity, M/s. Rameshkumar Devkinandan, from whom rice bran was allegedly supplied. The opponent argued that the petitioner had no right to claim on behalf of a different entity and disputed the settlement of accounts and acknowledgment of debt by the opponent.

The petitioner contended that the opponent's defense was not bona fide as it was raised after the petition was filed. The court examined the relationship between the petitioner and M/s. Rameshkumar Devkinandan, finding the petitioner's claim based on the rice bran supplied by the latter unfounded. The court also dismissed the claim for compensation for loss/damage, stating it was not a subject for a petition under the Companies Act. Additionally, the court noted discrepancies in the authorization of payment to Shri Kaushik and the lack of documentary proof of payment. The court emphasized that the debt owed by the company must be clear, valid, and unimpeachable for a winding-up petition to be successful.

The court cited a case precedent to highlight that the petition must establish the debt clearly, and if a dispute is raised, its genuineness must be examined. In this case, the court found the opponent's defense not flimsy and concluded that the issues raised were debatable and best suited for resolution in a civil court. Consequently, the court dismissed the petition, stating that the debt owed by the company was disputable and not unimpeachable. The petition was dismissed with no order as to costs due to the opponent's timely response to the notice sent by the petitioner.